WBD to be acquired by Paramount Skydance for $31.00 per share in cash; prior Netflix merger terminated

Warner Bros. Discovery, Inc.

All-cash deal: $31.00 per share plus ticking consideration of $0.00277778/day after Sept 30, 2026 (max $0.25/90 days).
PIPE financing: Ellison parties commit up to $46.72B, RedBird $250M; no financing condition for closing.
Termination of prior Netflix merger (Jan 19, 2026); WBD pays a Netflix termination fee (undisclosed amount).
Company termination fee $3B if WBD accepts a superior proposal; regulatory termination fee $7B if antitrust blocks.
Closing conditional on WBD stockholder approval and regulatory clearances; boards unanimously approved.

item 1.01 item 1.02 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Warner Bros. Discovery, Inc. entered into Agreement and Plan of Merger with Paramount Skydance Corporation (effective 2026-02-27).

Action: entry
Agreement: merger
Counterparty: Paramount Skydance Corporation
Effective: 2026-02-27

Exact text from the filing

On February 27, 2026, Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), Paramount Skydance Corporation, a Delaware corporation (“PSKY”), and Prince Sub Inc., a Delaware corporation and wholly owned subsidiary of PSKY (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)

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Warner Bros. Discovery, Inc. filing history →

Source: SEC EDGAR

accession 0001437107-26-000018

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